Michael Greenberg
SKECHERS USAAbout Michael Greenberg
Michael Greenberg, age 62, is President and a Director of Skechers, serving since inception in 1992; he was Chairman of the Board from June 1992 to October 1993 . The 2025 proxy highlights over 35 years of footwear industry experience, particularly in sales and brand leadership . 2024 performance: net sales rose 12.1% to $8.97B, diluted EPS increased 19.2% to $4.16, operating margin improved to 10.1%, and one-year TSR was 7.9% (48th percentile vs S&P Retail Select Industry Index); three-year TSR 54.9% (81st percentile) and five-year TSR 55.7% (45th percentile) . Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skechers U.S.A., Inc. | Chairman of the Board | Jun 1992–Oct 1993 | Early governance leadership during company formation |
| Skechers U.S.A., Inc. | President and Director | 1992–present | Over 30 years leading sales/brand strategy; 35+ years industry experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Skechers Foundation (501(c)(3)) | Officer and Director | Disclosed 2025 | Company donated $2,000,000 cash and $300,000 support in 2024 |
| BeachLife Festival, LLC | Minority owner (10%) | Disclosed 2024 | Skechers paid $267,488 for marketing/sponsorship in 2024 |
| BeachLife Festival 2, LLC (BeachLife Ranch Festival) | Minority owner (10%) | Disclosed 2024 | Skechers paid $135,000 for marketing/sponsorship in 2024 |
| Redondo Beach Hospitality Co., LLC (Shade Hotel RB) | Minority owner (9%) | Disclosed 2021–2024 | Skechers paid $399,566 (2024); $495,028 (2023); $597,063 (2022); $126,534 (2021) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 5,016,237 | 5,265,289 | 5,692,000 |
| Non-Equity Incentive Plan ($) | 3,970,271 | 1,945,275 | 3,876,039 |
| All Other Compensation ($) | 682,972 | 594,824 | 706,614 (includes aircraft/auto tax gross-ups) |
| Total Compensation ($) | 15,489,210 | 13,909,347 | 17,116,177 |
Additional details:
- 2024 base salary increased 8% to $5,692,000 (from $5,270,000 in 2023) per Committee-approved merit increases .
- Perquisites include personal aircraft use (up to 55 hours with tax gross-up), company-provided automobiles (with tax gross-up), health insurance, and country club fees .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
- Formula: Quarterly bonus equals pre-approved percentage multiplied by year-over-year net sales growth for each quarter; MG’s percentage was 0.4000 in 2024; AIP maximum under plan = $10,000,000 .
- Employment agreement floor: At least 0.30% of net sales growth per quarter, subject to annual review .
| Item | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | 2024 Total |
|---|---|---|---|---|---|
| Net Sales Growth ($) | 249,658,610 | 145,127,398 | 322,746,594 | 251,476,661 | — |
| Pre-Approved % | 0.4000 | 0.4000 | 0.4000 | 0.4000 | — |
| AIP Payout ($) | 998,635 | 580,510 | 1,290,987 | 1,005,907 | 3,876,039 |
Long-Term Incentive Program (LTIP) – Design and 2024 Grants
- Award mix: Time-based RSUs plus performance-based restricted shares (PSAs) equally weighted between annual EPS growth and 3-year relative TSR vs S&P Retail Select Industry Index .
- EPS PSAs payout curve: <7.5% = 0%; 7.5% = 50%; 10% = 100%; 15% = 200% .
- TSR PSAs payout curve: <25th percentile = 0%; 25th = 50%; 50th = 100%; 100th = 200% .
| Metric | Weighting | Target | Actual | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| EPS Growth (2024 tranche) | 50% | 10.0% | 19.2% YoY | 200% of target | 2022 grant tranche vested Feb 4, 2025; 2023/2024 earned tranches eligible to vest by Mar 1, 2026/2027, subject to service |
| Relative TSR (2021–2024 cycle) | 50% | 50th percentile | 82nd percentile | 164% of target | Vested Mar 7, 2024; issued Mar 14, 2024 |
March 2024 Grants (Michael Greenberg):
| Award Type | Shares (#) | Target Value ($) | Vesting |
|---|---|---|---|
| Relative TSR PSAs | 24,275 | 1,912,870 | Earned at 0–200% over 3/1/2024–2/28/2027; vest at end, subject to terms |
| EPS PSAs | 24,275 | 1,478,590 | Earned annually (2024–2026) at 0–200%; vest after 3-year period |
| Time-based RSUs | 48,550 | 2,957,181 | Vest in 3 equal installments on Mar 1, 2025, 2026, 2027 |
Stock Awards Vested in 2024 (realized):
| Item | Shares | Value Realized ($) |
|---|---|---|
| Vested awards (all 2024) | 288,934 | 17,205,608 |
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 21, 2025):
- Class A: 537,472 shares; <1% of Class A
- Class B: 400,507 shares; 2.1% of Class B
- Pledging: All 400,507 Class B shares are pledged to secure a line of credit; pledgee has no voting or disposition rights prior to default .
- Stock ownership policy: Executives must hold stock equal to 3x base salary by Dec 31, 2027; after deadline, net shares from equity awards must be held until compliant .
- Hedging/short sales: Prohibited under the Insider Trading Policy; regular blackout periods in effect .
Outstanding Equity Awards (Michael Greenberg) at Dec 31, 2024:
| Category | Shares (#) | Vesting Details |
|---|---|---|
| Unvested restricted shares | 15,625 | Vested Mar 1, 2025 |
| Unvested restricted shares | 31,250 | Vest in 2 equal installments on Mar 1, 2025 & 2026 |
| Unvested restricted shares | 41,900 | Vest in 2 equal installments on Mar 1, 2025 & 2026 |
| Unvested RSUs | 48,550 | Vest Mar 1, 2025, 2026, 2027 |
| Earned EPS PSAs (2022 grant) | 41,666 | Vested Feb 4, 2025; issued Feb 11, 2025 |
| Earned PSAs (2023 tranche) | 43,732 | Eligible to vest by Mar 1, 2026 |
| Earned PSAs (2024 tranche) | 16,184 | Eligible to vest by Mar 1, 2027 |
| TSR PSAs (2022–2025 cycle, issued) | 46,722 issued | Paid at 149.51% of target; vested Feb 4, 2025; issued Feb 11, 2025 |
| Unearned PSAs (2023–2026 cycle) | 87,468 (max potential) | EPS 2025 tranche + TSR cycle; earn 0–200% |
| Unearned PSAs (2024–2027 cycle) | 80,916 (max potential) | EPS 2025–2026 tranches + TSR cycle; earn 0–200% |
Options: None outstanding; company did not grant options to NEOs in 2024 .
Employment Terms
Key terms from Employment Agreement (automatically extended through Dec 31, 2027):
- Base salary: Not less than $4,250,000; subject to annual review .
- Annual incentive: Not less than 0.30% of quarterly net sales growth; subject to annual review .
- Auto-renewal: Annual extension; extended Jan 1, 2024 through Dec 31, 2027 .
- Severance (without Cause / for Good Reason; or related to CoC):
- Cash: Base salary for remainder of term + annual incentive equal to highest prior annual amount (for MG: 2021) × remaining years; less incentive paid for year of termination .
- Equity: Acceleration of restricted shares if permitted under plans; performance awards subject to plan-specific acceleration mechanics .
- 280G/4999 excise tax cutback: Reduce payments to avoid excise tax if applicable .
- Clawback: Company must recover excess incentive-based compensation upon restatement (SEC/NYSE-compliant policy adopted Oct 2, 2023) .
Change-in-Control and Termination Economics (MG; as of Dec 31, 2024):
| Triggering Event | Cash Severance ($) | Accelerated Equity Value ($) | Total ($) |
|---|---|---|---|
| Death/Disability | — | 10,667,050 | 10,667,050 |
| Termination Without Cause / Good Reason | 32,264,535 | 19,900,783 | 52,165,318 |
| Change in Control (no termination) | — | 9,233,733 (time-based acceleration) | 9,233,733 |
| CoC + Termination Without Cause | 32,264,535 | 25,887,544 | 58,152,079 |
Plan-level CoC treatment:
- Time-based restricted stock/RSUs: Full acceleration upon CoC under 2017/2023 plans .
- PSAs: Remain eligible; immediate vest if not assumed/replaced at CoC or double-trigger vesting upon Qualifying Termination if assumed; EPS/TSR treatment defined per cycle status .
Compensation Structure Analysis
- Year-over-year mix: 2024 salary up 8%; AIP increased vs 2023; stock awards up vs 2023, maintaining equity-heavy pay .
- Shift to PSAs: Since 2020, added performance-based stock with EPS and TSR measures, increasing at-risk equity and alignment to long-term performance .
- Guaranteed compensation elements: Employment agreement floors for salary and AIP percentage (minimum 0.30% of net sales growth) .
- Discretionary/perquisites: Significant perqs with tax gross-ups for aircraft and automobiles; governance note that company does not provide excise tax gross-ups, but does provide perq-related gross-ups .
- Performance target rigor: EPS PSA maximum at 15% growth; 2024 delivered 19.2% (max payouts), indicating strong target achievement in current cycle .
Related Party Transactions
- Payments to BeachLife Festival entities ($267,488; $135,000) where Michael Greenberg owns 10% interests .
- Payments to RBHC/ Shade Hotel RB ($399,566 in 2024; prior years also disclosed) where Michael Greenberg owns 9% and others hold 7% collectively .
- Skechers Foundation: MG is officer/director; company contributions $2,000,000 cash + $300,000 support in 2024 .
- Family employment: Multiple family members (including MG’s son) employed; detailed 2024 compensation disclosed .
- Vendor owned by family member (El Camino Media Services): $120,000 paid in 2024 and each year 2016–2023 .
Say-on-Pay & Compensation Committee
- 2023 Say-on-Pay approval: ~72% of votes in favor; next Say-on-Pay expected at 2026 annual meeting .
- Independent consultant: FW Cook retained; Compensation Committee determined independence/no conflicts .
- Peer group: Apparel/footwear/consumer brands (e.g., Deckers, Lululemon, PVH, Tapestry, Under Armour); SKX revenues/net earnings/market cap at 89th/73rd/86th percentiles vs peers at time of setting 2024 awards .
Performance & Track Record (2024 Snapshot)
| Metric | 2024 Value |
|---|---|
| Net Sales ($B) | 8.97 (12.1% YoY) |
| Gross Margin (%) | 53.2% |
| Operating Margin (%) | 10.1% |
| Net Earnings ($MM) | 639.5 |
| Diluted EPS ($) | 4.16 (+19.2% YoY) |
| One-year TSR | 7.9% (48th percentile vs S&P Retail Select Industry Index) |
| Three-year TSR | 54.9% (81st percentile) |
| Five-year TSR | 55.7% (45th percentile) |
Investment Implications
- Alignment: MG’s AIP ties directly to quarterly net sales growth with a sizable pre-approved percentage (0.4000 in 2024) and minimum floor of 0.30% in his agreement, reinforcing a top-line growth focus and potentially incentivizing near-term revenue scaling .
- Retention risk: Low near-term risk given automatic renewal through 2027 and sizable severance/change-in-control economics; equity accelerations and double-trigger protections add retention value .
- Trading signals: Multiple vesting events (e.g., RSUs vesting each March 1 through 2027; EPS/TSR cycles with earned tranches eligible by March 1, 2026/2027; TSR cycles issuing upon certification) can create predictable windows of potential insider share sales to cover taxes/liquidity needs .
- Governance red flags: All Class B shares pledged (forced-selling risk in stress), extensive related-party dealings, and perquisite tax gross-ups (aircraft/auto) warrant monitoring; hedging/short sales are prohibited, partially mitigating alignment concerns .
- Shareholder sentiment: Moderate say-on-pay support (~72%) suggests some investor concern; however, the LTIP’s EPS/TSR structure and strong 2024 performance (max EPS payouts, high TSR percentile) support pay-for-performance alignment .